SMART ONLINE INC (Form: 10-Q, Received: 11/12/2008 17:10:36)

Overview of Results of Operations for the Nine Months Ended September 30, 2008 and September 30, 2007

Total revenues were $4,735,000 for the nine months ended September 30, 2008 compared to $3,576,000 for the same period in 2007, representing an increase of $1,159,000, or 32%. Gross profit increased $878,000, or 27%, to $4,098,000 from $3,220,000. Operating expenses increased $1,468,000, or 21%, to $8,508,000 from $7,040,000. Net loss increased $438,000, or 11%, to $4,525,000 from $4,087,000.

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenues for the periods indicated:

	Nine Months Ended September 30, 2008			Nine Months Ended September 30, 2007

REVENUES:
Subscription fees		45	%		57	%
Professional service fees		45	%		28	%
License fees		8	%		1	%
Other revenue		2	%		14	%

Total revenues		100	%		100	%

COST OF REVENUES		13	%		10	%

GROSS PROFIT		87	%		90	%

OPERATING EXPENSES:
General and administrative		81	%		100	%
Sales and marketing		45	%		44	%
Research and development		54	%		53	%

Total operating expenses		180	%		197	%

LOSS FROM OPERATIONS		(93	)%		(107	)%

OTHER INCOME (EXPENSE):
Interest expense, net		(11	)%		(11	)%
Legal reserve and debt forgiveness, net		0	%		(1	)%
Gain on legal settlements, net		8	%		0	%
Other income		0	%		5	%

Total other income (expense)		(3	)%		(7	)%

NET LOSS		(96	)%		(114	)%

Comparison of the Results of Operations for the Nine Months Ended September 30, 2008 and September 30, 2007

Revenues. Total revenues for the nine months ended September 30, 2008 were $4,735,000 compared to $3,576,000 for the same period in 2007, representing an increase of $1,159,000, or 32%. This overall increase in revenues was primarily attributable to an increase in professional service fees.

Subscription Fees – Subscription fees for the nine months ended September 30, 2008 were $2,133,000 compared to $2,040,000 for the same period in 2007, representing an increase of $93,000, or 5%. This increase was due to new partnerships under which we began recognizing revenue in the second half of 2007.

Professional Service Fees - Professional service fees for the nine months ended September 30, 2008 were $2,130,000 compared to $985,000 for the same period in 2007, representing an increase of $1,145,000, or 116%. This increase was due to existing customers requesting additional project consulting services for their web initiatives as well as $465,000 associated with the recognition of consulting revenue from new customers added in fiscal 2008. Professional service fees accounted for approximately 45% of revenue for the first nine months of 2008 as compared to approximately 28% for the first nine months of 2007. We expect professional service fees will continue to represent a greater portion of total revenues for fiscal 2008 as compared to fiscal 2007.

License Fees - License fees for the nine months ended September 30, 2008 were $395,000 compared to $480,000 for the same period in 2007, representing a decrease of $85,000, or 18%. The license revenue for the first nine months of 2008 was primarily related to a single license agreement signed during 2007 under which $100,000 of the fee was collected during the first quarter of 2008, but for which the revenue was deferred at December 31, 2007 in accordance with the provisions of SOP 97-2; the ratable recognition of $30,000 of a term license that commenced in June 2008; and the recognition of $280,000 in September 2008 relating to a perpetual license. The license revenue for the first nine months of 2007 related to a single perpetual license agreement entered into during the second quarter of 2007.

Other Revenue - Other revenue for the nine months ended September 30, 2008 totaled $77,000 compared to $71,000 for the same period in 2007. This revenue is generated from non-core activities. We expect these revenue streams to continue to be insignificant in the future as we continue our strategy of focusing on the growth of our subscription and license revenues.

Cost of Revenues

Cost of revenues for the nine months ended September 30, 2008 was $636,000 compared to $356,000 for the same period in 2007, representing an increase of $280,000, or 79%. This increase was primarily the result of incremental costs incurred in connection with supporting several new customers acquired in the latter part of 2007 and first part of 2008 as well as a higher turnover rate of members of existing direct-selling organization customers. These incremental costs include additional call center personnel salaries and related payroll expenses of $100,000, hosting costs of $61,000, and credit card processing of $33,000. In addition, we incurred costs of $45,000 as a result of the introduction of business card printing services to direct-selling organization members in early 2008.

Operating Expenses

Operating expenses for the nine months ended September 30, 2008 were $8,508,000 compared to $7,040,000 for the same period in 2007, representing an increase of $1,468,000, or 21%. This increase was primarily attributable to increases in sales and marketing and research and development expenses.

General and Administrative - General and administrative expenses for the nine months ended September 30, 2008 were $3,823,000 compared to $3,567,000 for the same period in 2007, representing an increase of $256,000, or 7%. This increase is primarily attributable to an increase in legal costs of $246,000 as we performed a review of our corporate and customer agreements, strengthened our internal controls and review procedures related to the legal function, and incurred fees in connection with the legal proceedings brought during the third quarter of 2007 against us, our former Chief Executive Officer, and a former employee. We also incurred higher professional services, contract labor costs, and recruiting fees in the first nine months of 2008 totaling $171,000 as a result of our engagement of a contract Interim Chief Financial Officer during our search for a new full-time Chief Financial Officer. In addition, during 2007 we began granting restricted stock, but failed to report certain taxes in connection with the vesting of restricted stock. We accrued $55,000 during the second quarter of 2008 to cover the estimated tax obligations and fees. We self-reported to the Internal Revenue Service regarding this matter and have implemented procedures to ensure full tax compliance going forward. These increases were partially offset by a $233,000 decrease in stock-based compensation expense resulting from our decision in June 2007 (which was later reversed) to limit future stock option grants.

Sales and Marketing - Sales and marketing expenses for the nine months ended September 30, 2008 were $2,137,000 compared to $1,564,000 for the same period in 2007, representing an increase of $573,000, or 37%. This increase is primarily attributable to $291,000 in expense associated with new revenue sharing arrangements added in the latter part of 2007, $44,000 in increased wages resulting from additional sales and marketing personnel added during the first nine months of 2008, increased sales commissions of $99,000, and $60,000 in public relations expenses.

Research and Development - Research and development expenses for the nine months ended September 30, 2008 were $2,547,000 compared to $1,909,000 for the same period in 2007, representing an increase of $638,000, or 33%. This increase is primarily due to increased personnel expenses as we added developers during the last quarter of 2007 and first nine months of 2008 to enhance and customize our platforms and applications and to launch additional private-label sites.

Other Income (Expense)

We incurred net interest expense of $520,000 for the nine months ended September 30, 2008 compared to net interest expense of $401,000 for the same period in 2007, representing an increase of $119,000, or 30%. Interest expense totaled $562,000 and $524,000 and interest income totaled $42,000 and $123,000 during the first nine months of 2008 and 2007, respectively. Interest expense increased as a direct result of increased indebtedness under lines of credit and $3.3 million and $1.5 million of secured subordinated convertible notes bearing interest at 8% per annum issued in November 2007 and August 2008, respectively. The decrease in interest income is due to lower cash balances in the first nine months of 2008 as the cash proceeds raised in the February 2007 private placement described in Note 5, “Stockholders’ Equity,” to the consolidated financial statements in this report were depleted in operations.

During the first nine months of 2008, we recognized $404,000 in other income, including a $395,000 gain on legal settlements with our insurance carrier as described in Note 7, “Commitments and Contingencies,” to the consolidated financial statements in this report.

Provision for Income Taxes

We have not recorded a provision for income tax expense because we have been generating net losses. Furthermore, we have not recorded an income tax benefit for the third quarter of 2008 primarily due to continued substantial uncertainty based on objective evidence regarding our ability to realize our deferred tax assets, thereby warranting a full valuation allowance in our financial statements. We have approximately $47,000,000 in net operating loss carryforwards, which may be utilized to offset future taxable income.

Liquidity and Capital Resources

At September 30, 2008, our principal sources of liquidity were cash and cash equivalents totaling $31,000 and current accounts receivable of $483,000. As of November 10, 2008, our principal sources of liquidity were cash and cash equivalents totaling approximately $45,000 and accounts receivable of approximately $305,000. As of September 30, 2008, we had drawn approximately $1.52 million on our $2.47 million line of credit with Paragon, leaving approximately $950,000 available under the line of credit for our operations. As of November 10, 2008, we had drawn approximately $2.15 million on the Paragon line of credit, leaving approximately $320,000 available under the line of credit for our operations, and we expect to continue to draw down on this line of credit as needed for working capital purposes. During the third quarter of 2008, management established automated sweeps among its accounts at Paragon whereby all available cash at the end of each day is used to pay down the line of credit with Paragon, the purpose of which is to reduce our interest expense. This line of credit expires in February 2009 but is renewable if the underlying irrevocable standby letter of credit remains in force. This letter of credit is currently scheduled to expire in February 2010. As of November 10, 2008, we also have the ability to call up to approximately $10.5 million of additional funding from our convertible noteholders and, on November 12, 2008, we notified the convertible noteholders that we have exercised our option to sell $1.5 million aggregate principal of additional secured subordinated notes in a closing to occur on or before December 31, 2008, as described below under “Recent Developments.”

During the quarter ended September 30, 2008, our working capital deficit increased by approximately $2,701,000 to approximately $1,814,000 compared to a working capital surplus of $887,000 at December 31, 2007. As described more fully below, the working capital deficit at September 30, 2008 is primarily attributable to negative cash flows from operations, including a $120,000 increase in accounts receivable, a $148,000 increase in notes receivable, and a $544,000 increase in prepaid expenses during the first nine months of 2008.

Cash Flow from Operations . Cash used in operations for the nine months ended September 30, 2008 totaled $3,980,000, up from $3,319,000 for the same period in 2007. This increase is primarily due to the prepayment of 36 months of rent at our new headquarter facilities, a decrease in deferred revenue, and a general increase in cash operating costs.

Cash Flow from Investing Activities . Cash used in investing activities for the nine months ended September 30, 2008 totaled $400,000, up from $89,000 for the same period in 2007. This increase is primarily due to the acquisition of furniture and upgrade of computer equipment in connection with our relocation to new headquarter facilities, as well as the capitalization of software costs related to our new platform.

Cash Flow from Financing Activities . Cash provided by financing activities for the nine months ended September 30, 2008 totaled $937,000, down from $5,309,000 for the same period in 2007. This decrease is primarily due to cash raised in 2007 from the issuance of common stock as described below, a portion of which was used to reduce debt borrowings. In the first nine months of 2008, the Company again relied upon debt borrowings to help fund operations.

Equity Financing . In a transaction that closed on February 21, 2007, we sold an aggregate of 2,352,941 shares of our common stock to two new investors, or the Investors. The private placement shares were sold at $2.55 per share pursuant to a Securities Purchase Agreement, or the SPA, between us and each of the Investors. The aggregate gross proceeds to us were $6 million, and we incurred issuance costs of approximately $637,000. Under the SPA, the Investors were issued warrants for the purchase of an aggregate of 1,176,471 shares of common stock at an exercise price of $3.00 per share. These warrants contain a provision for cashless exercise and must be exercised, if at all, by February 21, 2010.

Debt Financing. On February 15, 2008, we repaid the full outstanding principal balance of $2,052,000 and accrued interest of $2,890 outstanding under our revolving credit arrangement with Wachovia Bank, NA, or Wachovia. The line of credit advanced by Wachovia was $2.5 million to be used for general working capital purposes. Any advances made on the line of credit were to be paid off no later than August 1, 2008. The line of credit was secured by our deposit account at Wachovia and the irrevocable standby letter of credit issued by HSBC Private Bank (Suisse) SA, or HSBC, with Atlas Capital, SA, or Atlas, a current stockholder and affiliate, both of which were released by Wachovia.

On February 20, 2008, we entered into a revolving credit arrangement with Paragon that is subject to annual renewal subject to mutual approval. The line of credit advanced by Paragon is $2.47 million and can be used for general working capital. Any advances made on the line of credit must be paid off no later than February 19, 2009, subject to extension due to renewal, with monthly payments being applied first to accrued interest and then to principal. The interest shall accrue on the unpaid principal balance at the Wall Street Journal’s published prime rate minus one half percent. As of September 30, 2008, the line of credit was secured by an irrevocable standby letter of credit in the amount of $2.5 million issued by HSBC with Atlas as account party, expiring February 18, 2010. We also have agreed with Atlas that in the event of our default in the repayment of the line of credit that results in the letter of credit being drawn, we will reimburse Atlas any sums that Atlas is required to pay under such letter of credit. At our sole discretion, these payments may be made in cash or by issuing shares of our common stock at a set per share price of $2.50.

This line of credit replaces our line of credit with Wachovia. As an incentive for the letter of credit from Atlas to secure the Wachovia line of credit, we had entered into a stock purchase warrant and agreement with Atlas. Under the terms of the agreement, Atlas received a warrant to purchase up to 444,444 shares of our common stock at $2.70 per share within 30 business days of the termination of the Wachovia line of credit or if we are in default under the terms of the line of credit with Wachovia. In consideration for Atlas providing the Paragon letter of credit, we agreed to amend the agreement to provide that the warrant is exercisable within 30 business days of the termination of the Paragon line of credit or if we are in default under the terms of the line of credit with Paragon.

On November 14, 2007, in an initial closing, we sold $3.3 million aggregate principal amount of secured subordinated convertible notes due November 14, 2010, or the initial notes. In addition, the noteholders committed to purchase on a pro rata basis up to $5.2 million aggregate principal of secured subordinated notes in future closings upon approval and call by our Board of Directors. On August 12, 2008, we exercised our option to sell $1.5 million aggregate principal of additional secured subordinated notes due November 14, 2010, or the additional notes, and together with the initial notes, the notes, with substantially the same terms and conditions as the initial notes. In connection with the sale of the additional notes, the noteholders holding a majority of the aggregate principal amount of the notes outstanding agreed to increase the aggregate principal amount of secured subordinated convertible notes that they are committed to purchase from $8.5 million to $15.3 million, of which $4.8 million is currently outstanding.

We are obligated to pay interest on the initial notes and the additional notes at an annualized rate of 8% payable in quarterly installments commencing on February 14, 2008 and November 12, 2008, respectively. We are not permitted to prepay the notes without approval of the holders of at least a majority of the principal amount of the notes then outstanding.

On the earlier of the maturity date of November 14, 2010 or a merger or acquisition or other transaction pursuant to which our existing stockholders hold less than 50% of the surviving entity, or the sale of all or substantially all of our assets, or similar transaction, or event of default, each noteholder in its sole discretion shall have the option to:

convert the principal then outstanding on its notes into shares of our common stock, or

receive immediate repayment in cash of the notes, including any accrued and unpaid interest.

If a noteholder elects to convert its notes under these circumstances, the conversion price of notes:

issued in the initial closing on November 14, 2007 shall be $3.05; and

issued on August 12, 2008 shall be the lower of $3.05 or the average of the closing bid and asked prices of shares of our common stock quoted in the Over-The-Counter Market Summary (or, if our shares are traded on the Nasdaq Stock Market or another exchange, the closing price of shares of our common stock quoted on such exchange) averaged over five trading days prior to the closing date of the sale of the additional notes.

Payment of the notes will be automatically accelerated if we enter voluntary or involuntary bankruptcy or insolvency proceedings.

The notes and the common stock into which they may be converted have not been registered under the Securities Act or the securities laws of any other jurisdiction. As a result, offers and sales of the notes were made pursuant to Regulation D of the Securities Act and only made to accredited investors that were our existing stockholders. The investors in the initial notes include (i) The Blueline Fund, or Blueline, which originally recommended Philippe Pouponnot, one of our former directors, for appointment to the Board of Directors; (ii) Atlas, an affiliate that originally recommended Shlomo Elia, one of our current directors, for appointment to the Board of Directors; (iii) Crystal Management Ltd., which is owned by Doron Roethler, who subsequently became Chairman of our Board of Directors and serves as the noteholders’ bond representative; and (iv) William Furr, who is the father of Thomas Furr, who, at the time, was one of our directors and executive officers. The investors in the additional notes are Atlas and Crystal Management Ltd.

In addition, if we propose to file a registration statement to register any of its common stock under the Securities Act in connection with the public offering of such securities solely for cash, subject to certain limitations, we must give each noteholder who has converted its notes into common stock the opportunity to include such shares of converted common stock in the registration. We have agreed to bear the expenses for any of these registrations, exclusive of any stock transfer taxes, underwriting discounts, and commissions.

On November 6, 2007, Canaccord Adams Inc. agreed to waive any rights it held under its January 2007 engagement letter with us that it may have with respect to the convertible note offering, including the right to receive any fees in connection with the offering.

We have not yet achieved positive cash flows from operations, and our main sources of funds for our operations are the sale of securities in private placements, the sale of additional convertible notes, and bank lines of credit. We must continue to rely on these sources until we are able to generate sufficient revenue to fund our operations. We believe that anticipated cash flows from operations, funds available from our existing line of credit, and additional issuances of notes, together with cash on hand, will provide sufficient funds to finance our operations at least for the next 12 to 18 months, depending on our ability to achieve strategic goals outlined in our annual operating budget approved by our Board of Directors. Changes in our operating plans, lower than anticipated sales, increased expenses, or other events may cause us to seek additional equity or debt financing in future periods. There can be no guarantee that financing will be available on acceptable terms or at all. Additional equity financing could be dilutive to the holders of our common stock, and additional debt financing, if available, could impose greater cash payment obligations and more covenants and operating restrictions.

Recent Developments

As more fully described elsewhere in this report, on November 12, 2008 we notified all current noteholders that we have exercised our option to sell $1.5 million aggregate principal of additional secured subordinated notes due November 14, 2010, or the new notes, with substantially the same terms and conditions as the outstanding notes in a closing to occur on or before December 31, 2008 . We will be obligated to pay interest on the new notes at an annualized rate of 8% payable in quarterly installments commencing three months after the closing date, and we will not be permitted to prepay the new notes without approval of the holders of at least a majority of the aggregate principal amount of the notes then outstanding. We plan to use the proceeds to meet ongoing working capital and capital spending requirements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Not applicable.

Item 4T. Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to provide reasonable assurances that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We have made the following changes to our internal controls over financial reporting during the third quarter of fiscal 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting :

hired a new permanent Chief Financial Officer;

implemented dual-control security on all cash transfers with our bank and established maximums that could be initiated by our Controller, with any transfer in excess of such maximums requiring initiation by one of our officers;

restricted check signing authority to our officers;

modified permission rights in our accounting software to ensure transactions could not be modified or deleted after posting;

implemented a structured vendor invoice approval process with multiple levels of approval required before the expense can be entered into our accounting system;

engaged an outside firm to conduct an ethics training course for all members of management;

with respect to our previously-identified controls regarding period closing, refined our internal checklist to ensure that all period closing procedures are recorded properly and completely, and that the financial statements are reviewed and approved by our Chief Financial Officer; and

with respect to our controls regarding stock option and restricted stock expense, implemented a process to track the vesting of restricted stock issued to employees and introduced a policy to allow the netting of shares as payment of the resulting employee tax obligation so that such taxes are paid timely to governmental agencies.

During the fourth quarter of 2008, we are developing a new general ledger chart of accounts to more closely align our 2009 budget with actual results and to assign accountability for expenses by department. We are also working on the testing and remediation phases of our compliance initiative with respect to the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley. As part of our ongoing efforts to improve our internal control over financial reporting, our new Chief Financial Officer is continuing to evaluate certain financial and accounting functions. As we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007, we have identified five critical control areas for improvement in fiscal 2008. As discussed above, we have adopted controls related to period closing and stock option and restricted stock expense. We expect to make several additional changes to our internal control over financial reporting during the remainder of fiscal 2008, including full adoption of the remaining previously-identified controls relating to accrual analysis and journal entries, the adoption of which would be critical and material to our internal control environment.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Please refer to Part I, Item 3 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Part II, Item 1 of our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008 for a description of material legal proceedings, including the proceedings discussed below.

On July 14, 2008, we filed a civil action against a former employee in the General Court of Justice, Superior Court Division, Durham County, North Carolina. The complaint alleged that the former employee embezzled funds from us in the amount of $105,600 and asserted claims for conversion and unfair trade practices. The lawsuit sought recovery for the embezzled funds, plus punitive damages or treble damages, interest, and attorneys’ fees. On August 25, 2008, we obtained a judgment against the former employee in the amount of $105,599.94, trebled to $316,799.82 pursuant to the North Carolina Unfair and Deceptive Trade Practice Statute, plus interest at 8% from the date of filing the complaint, and all court costs and reasonable attorneys’ fees existing as of the date of the judgment and as may accrue from time to time until the judgment is paid in full. We are in the process of attempting to collect on the judgment.

On October 18, 2007, Robyn L. Gooden filed a purported class action lawsuit in the United States District Court for the Middle District of North Carolina naming us, certain of our current and former officers and directors, Maxim Group, LLC, and Jesup & Lamont Securities Corp. as defendants. The lawsuit was filed on behalf of all persons other than the defendants who purchased our securities from May 2, 2005 through September 28, 2007 and were damaged. The complaint asserts violations of federal securities laws, including violations of Section 10(b) of the Exchange Act and Rule 10b-5. The complaint asserts that the defendants made material and misleading statements with the intent to mislead the investing public and conspired in a fraudulent scheme to manipulate trading in the our stock, allegedly causing plaintiffs to purchase the stock at an inflated price. The complaint requests certification of the plaintiff as class representative and seeks, among other relief, unspecified compensatory damages including interest, plus reasonable costs and expenses including counsel fees and expert fees. On June 24, 2008, the court entered an order appointing a lead plaintiff for the class action. On September 8, 2008, the plaintiff filed an amended complaint which added additional defendants who had served as our directors or officers during the class period as well as our independent auditor.

At this time, we are not able to determine the likely outcome of our currently pending legal matters, nor can we estimate our potential financial exposure. Our management has made an initial estimate based upon its knowledge, experience and input from legal counsel, and we have accrued approximately $137,500 of legal reserves. Such reserves will be adjusted in future periods as more information becomes available. If an unfavorable resolution of any of these matters occurs, our business, results of operations, and financial condition could be materially adversely affected.

Item 1A. Risk Factors

We operate in a dynamic and rapidly changing business environment that involves substantial risk and uncertainty, and these risks may change over time. The following discussion addresses some of the risks and uncertainties that could cause, or contribute to causing, actual results to differ materially from expectations. In evaluating our business, you should pay particular attention to the descriptions of risks and uncertainties described below and in other sections of this document and our other filings. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties not presently known to us, which we currently deem immaterial, or that are similar to those faced by other companies in our industry or business in general may also affect our business. If any of the risks described below actually occurs, our business, financial condition, or results of operations could be materially and adversely affected.

Historically, we have operated at a loss, and we continue to do so.

We have had recurring losses from operations and continue to have negative cash flows. If we do not become cash flow positive through additional financing or growth, we may have to cease operations and liquidate our business. Our working capital, including our line of credit with Paragon, February 2007 equity financing transaction, and convertible note financings, should fund our operations for the next 12 to 18 months. As of November 10, 2008, we have approximately $320,000 available on our revolving line of credit and approximately $10.5 million available through our convertible note financing. On November 12, 2008, we notified our convertible noteholders that we have exercised our option to sell $1.5 million aggregate principal of additional secured subordinated notes in a closing to occur on or before December 31, 2008. Factors such as the commercial success of our existing services and products, the timing and success of any new services and products, the progress of our research and development efforts, our results of operations, the status of competitive services and products, the timing and success of potential strategic alliances or potential opportunities to acquire technologies or assets, the charges filed against a former officer and a former employee filed by the SEC and the United States Attorney General, and the pending shareholder class action lawsuit may require us to seek additional funding sooner than we expect. If we fail to raise sufficient financing, we will not be able to implement our business plan and may not be able to sustain our business.

Current economic uncertainties in the global economy could adversely impact our growth, results of operations, and our ability to forecast future business.

In 2008, there has been a downturn in the global economy, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, and liquidity concerns. These conditions make it difficult for our customers and us to accurately forecast and plan future business activities, and they could cause our customers to slow or defer spending on our products and services, which would delay and lengthen sales cycles, or change their willingness to enter into longer-term licensing and support arrangements with us. Furthermore, during challenging economic times our customers may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for doubtful accounts and our results would be negatively impacted.

We cannot predict the timing, strength, or duration of any economic slowdown or subsequent economic recovery. If the downturn in the general economy or markets in which we operate persists or worsens from present levels, our business, financial condition, and results of operations could be materially and adversely affected.

Our business is dependent upon the development and market acceptance of our applications.

Our future financial performance and revenue growth will depend, in part, upon the successful development, integration, introduction, and customer acceptance of our software applications. Thereafter, other new products, either developed or acquired, and enhanced versions of our existing applications will be critically important to our business. Our business could be harmed if we fail to deliver timely enhancements to our current and future solutions that our customers desire. We also must continually modify and enhance our services and products to keep pace with market demands regarding hardware and software platforms, database technology, information security, and electronic commerce technical standards. Our business could be harmed if we fail to achieve the improved performance that customers want with respect to our current and future product offerings. There can be no assurance that our products will achieve widespread market penetration or that we will derive significant revenues from the sale or licensing of our platforms or applications.

We have not yet demonstrated that we have a successful business model.

We have invested significantly in infrastructure, operations, and strategic relationships to support our SaaS delivery model, which represents a significant departure from the delivery strategies that other software vendors and we have traditionally employed. To maintain positive margins for our small business services, our revenues will need to continue to grow more rapidly than the cost of such revenues. We anticipate that our future financial performance and revenue growth will depend, in large part, upon our Internet-based SaaS business model and the results of our sales efforts to reach agreements with syndication partners with small business customer bases, but this business model may become ineffective due to forces beyond our control that we do not currently anticipate. Although we currently have various agreements and continue to enter into new agreements, our success depends in part on the ultimate success of our syndication partners and referral partners and their ability to market our products and services successfully. Our partners are not obligated to provide potential customers to us and may have difficulty retaining customers within certain markets that we serve. In addition, some of these third parties have entered, and may continue to enter, into strategic relationships with our competitors. Further, many of our strategic partners have multiple strategic relationships, and they may not regard us as significant for their businesses. Our strategic partners may terminate their respective relationships with us, pursue other partnerships or relationships, or attempt to develop or acquire products or services that compete with our products or services. Our strategic partners also may interfere with our ability to enter into other desirable strategic relationships. If we are unable to maintain our existing strategic relationships or enter into additional strategic relationships, we will have to devote substantially more resources to the distribution, sales, and marketing of our products and services.

In addition, our end users currently do not sign long-term contracts. They have no obligation to renew their subscriptions for our services after the expiration of their initial subscription period and, in fact, they have often elected not to do so. Our end users also may renew for a lower-priced edition of our services or for fewer users. These factors make it difficult to accurately predict customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including when we begin charging for our services, their dissatisfaction with our services, and their capability to continue their operations and spending levels. If our customers do not renew their subscriptions for our services or we are not able to increase the number of subscribers, our revenue may decline and our business will suffer.

The SEC action against us, the SEC and criminal actions brought against certain former employees, and related stockholder and other lawsuits have damaged our business, and they could damage our business in the future.

The lawsuit filed against us by the SEC, the SEC and criminal actions filed against a former officer and a former employee, the class action lawsuit filed against us and certain current and former officers, directors, and employees, and the lawsuit filed by a former executive officer against us, all as described in our Annual Report on Form 10-K for the year ended December 31, 2007, have harmed our business in many ways, and may cause further harm in the future. Since the initiation of these actions, our ability to raise financing from new investors on favorable terms has suffered due to the lack of liquidity of our stock, the questions raised by these actions, and the resulting drop in the price of our common stock. As a result, we may not raise sufficient financing, if necessary, in the future.

Legal and other fees related to these actions have also reduced our available cash. We make no assurance that we will not continue to experience additional harm as a result of these matters. The time spent by our management team and directors dealing with issues related to these actions detracts from the time they spend on our operations, including strategy development and implementation. These actions also have harmed our reputation in the business community, jeopardized our relationships with vendors and customers, and decreased our ability to attract qualified personnel, especially given the media coverage of these events.

In addition, we face uncertainty regarding amounts that we may have to pay as indemnification to certain current and former officers, directors, and employees under our Bylaws and Delaware law with respect to these actions, and we may not recover all of these amounts from our directors and officers liability insurance policy carrier. Our Bylaws and Delaware law generally require us to indemnify, and in certain circumstances advance legal expenses to, current and former officers and directors against claims arising out of such person’s status or activities as our officer or director, unless such person (i) did not act in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests or (ii) had reasonable cause to believe his conduct was unlawful. As of November 10, 2008, there are SEC and criminal actions pending against a former executive officer and a former employee who have requested that we indemnify them and advance expenses incurred by them in the defense of those actions. Also, a stockholder class action lawsuit has been filed against us and certain of our current and former officers, directors, and employees. The SEC, criminal, and stockholder actions are more fully described in Part I, Item 3, “Legal Proceedings,” in our Annual Report on Form 10-K for the year ended December 31, 2007 and Part II, Item 1, “Legal Proceedings,” in this report and the Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008.

Generally, we are required to advance defense expenses prior to any final adjudication of an individual’s culpability. The expense of indemnifying our current and former directors, officers, and employees for their defense or related expenses in connection with the current actions may be significant. Our Bylaws require that any director, officer, employee, or agent requesting advancement of expenses enter into an undertaking with us to repay any amounts advanced unless it is ultimately determined that such person is entitled to be indemnified for the expenses incurred. This provides us with an opportunity, depending upon the final outcome of the matters and the Board’s subsequent determination of such person’s right to indemnity, to seek to recover amounts advanced by us. However, we may not be able to recover any amounts advanced if the person to whom the advancement was made lacks the financial resources to repay the amounts that have been advanced. If we are unable to recover the amounts advanced, or can do so only at great expense, our operations may be substantially harmed as a result of loss of capital.

Although we have purchased insurance that may cover these obligations, we can offer no assurances that all of the amounts that may be expended by us will be recovered under our insurance policy. It is possible that we may have an obligation to indemnify our current and former officers and directors under the terms of our Bylaws and Delaware law, but that there may be insufficient coverage for these payments under the terms of our insurance policy. Therefore, we face the risk of making substantial payments related to the defense of these actions, which could significantly reduce amounts available to fund working capital, capital expenditures, and other general corporate objectives.

In addition, our insurance policy provides that, under certain conditions, our insurer may have the right to seek recovery of any amounts it paid to the individual insureds or us. As of November 10, 2008, we do not know and can offer no assurances about whether these conditions will apply or whether the insurance carrier will change its position regarding coverage related to the current actions. Therefore, we can offer no assurances that our insurer will not seek to recover any amounts paid under its policy from the individual insureds or us. If such recovery is sought, then we may have to expend considerable financial resources in defending and potentially settling or otherwise resolving such a claim, which could substantially reduce the amount of capital available to fund our operations.

Our executive management team is critical to the execution of our business plan and the loss of their services could severely impact negatively on our business.

Our executive management team has undergone significant changes during late 2007 and the first nine months of 2008. Our success depends significantly on the continued services of our executive management personnel and attracting additional qualified personnel. Losing any of our officers could seriously harm our business. Competition for executives is intense. Although we have resolved the SEC charges filed against us, we may not be able to attract highly qualified candidates to serve on our executive management team. If we had to replace any of our officers, we would not be able to replace the significant amount of knowledge that they may have about our operations. If we cannot attract and retain qualified personnel and integrate new members of our executive management team effectively into our business, then our business and financial results may suffer. In addition, all of our executive team work at the same location, which could make us vulnerable to loss of our entire management team in the event of a natural or other disaster. We do not maintain key man insurance policies on any of our employees.

Failure to comply with the provisions of our debt financing arrangements could have a material adverse effect on us.

Our revolving line of credit from Paragon is secured by an irrevocable standby letter of credit issued by HSBC, with Atlas as account party. Our secured subordinated convertible notes are secured by a first-priority lien on all of our unencumbered assets.

If an event of default occurs under our debt financing arrangements and remains uncured, then the lender could foreclose on the assets securing the debt. If that were to occur, it would have a substantial adverse effect on our business. In addition, making the principal and interest payments on these debt arrangements may drain our financial resources or cause other material harm to our business.

Compliance with regulations governing public company corporate governance and reporting is uncertain and expensive.

As a public company, we have incurred and will continue to incur significant legal, accounting, and other expenses that we did not incur as a private company. We incur costs associated with our public company reporting requirements and with corporate governance and disclosure requirements, including requirements under Sarbanes-Oxley and new rules implemented by the SEC and the Financial Industry Regulatory Authority, or FINRA. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

For fiscal 2009, we will be required to comply with the requirements of Section 404 of Sarbanes-Oxley involving our independent accountant’s audit of our internal control over financial reporting. To comply with these requirements, we are evaluating and testing our internal controls, and where necessary, taking remedial actions, to allow our independent auditors to attest to our internal control over financial reporting. As a result, we have incurred and will continue to incur expenses and diversion of management’s time and attention from the daily operations of the business, which may increase our operating expenses and impair our ability to achieve profitability.

We have identified several significant deficiencies in our internal control over financial reporting. We are working to remediate these identified significant deficiencies, and we cannot give any assurances that all significant deficiencies or material weaknesses have been identified or that additional significant deficiencies or material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 404 of Sarbanes-Oxley. The existence of one or more material weaknesses would preclude a conclusion by management that we maintained effective internal control over financial reporting.

Our former Chief Financial Officer resigned at the end of the first quarter of 2008, resulting in our loss of his financial expertise and knowledge of our history and past transactions. We engaged an outside accounting consultant and an Interim Chief Financial Officer, each with a level of accounting knowledge, experience, and training in the application of generally accepted accounting principles commensurate with our financial reporting requirements to assist us during the transition period between permanent Chief Financial Officers. We appointed a new Chief Financial Officer on July 15, 2008 who has restructured our financial and accounting functions to address concerns regarding segregation of duties and expense approval processes.

There can be no assurance that we will be able to maintain our schedule to complete all assessment and testing of our internal controls in a timely manner. Further, we cannot be certain that our testing of internal controls and resulting remediation actions will yield adequate internal control over financial reporting as required by Section 404 of Sarbanes-Oxley. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, there could be an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could adversely affect the market price of our common stock.

Officers, directors, and principal stockholders control us. This might lead them to make decisions that do not align with the interests of minority stockholders.

Our officers, directors, and principal stockholders beneficially own or control a large percentage of our outstanding common stock. Certain of these principal stockholders hold warrants and convertible notes, which may be exercised or converted into additional shares of our common stock under certain conditions. The convertible noteholders have designated a bond representative to act as their agent. We have agreed that the bond representative shall be granted access to our facilities and personnel during normal business hours, shall have the right to attend all meetings of our Board of Directors and its committees, and to receive all materials provided to our Board of Directors or any committee of our Board. In addition, so long as the notes are outstanding, we have agreed that we will not take certain material corporate actions without approval of the bond representative. The Chairman of our Board of Directors currently is serving as the bond representative.

Our officers, directors, and principal stockholders, acting together, would have the ability to control substantially all matters submitted to our stockholders for approval (including the election and removal of directors and any merger, consolidation, or sale of all or substantially all of our assets) and to control our management and affairs. Accordingly, this concentration of ownership may have the effect of delaying, deferring, or preventing a change in control of us, impeding a merger, consolidation, takeover, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could materially and adversely affect the market price of our common stock.

Our failure to properly report certain taxes in connection with the vesting of restricted stock could result in tax penalties and interest from the Internal Revenue Service and state tax authorities.

During 2007, we began granting restricted stock, but failed to properly report certain taxes in connection with the vesting of restricted stock. We accrued $55,000 during the second quarter of 2008 to cover the estimated tax obligations and fees. We self-reported to the Internal Revenue Service regarding this matter and paid estimated taxes and penalties of $28,655 in the third quarter of 2008, with additional costs associated with this event expected in the fourth quarter of 2008. In addition, we are subject to a settlement offer in compromise order with the Internal Revenue Service regarding past tax obligations and could be subject to significant past penalties related to this order depending upon the Internal Revenue Service’s view of our approach to handling the current matter. Any such additional tax penalties could materially and adversely impact our financial condition and results of operations.

Any issuance of shares of our common stock in the future could have a dilutive effect on the value of our existing stockholders’ shares.

We may issue shares of our common stock in the future for a variety of reasons. For example, under the terms of our stock purchase warrant and agreement with Atlas, it may elect to purchase up to 444,444 shares of our common stock at $2.70 per share upon termination of, or if we are in breach under the terms of, our line of credit with Paragon. In connection with our private financing in February 2007, we issued warrants to the investors to purchase an additional 1,176,471 shares of our common stock at $3.00 per share and a warrant to our placement agent in that transaction to purchase 35,000 shares of our common stock at $2.55 per share. Upon maturity of their convertible notes, our noteholders may elect to convert all, a part of, or none of their notes into shares of our common stock at variable conversion prices. In addition, we may raise funds in the future by issuing additional shares of common stock or other securities.

If we raise additional funds through the issuance of equity securities or debt convertible into equity securities, the percentage of stock ownership by our existing stockholders would be reduced. In addition, such securities could have rights, preferences, and privileges senior to those of our current stockholders, which could substantially decrease the value of our securities owned by them. Depending on the share price we are able to obtain, we may have to sell a significant number of shares in order to raise the necessary amount of capital. Our stockholders may experience dilution in the value of their shares as a result.

Shares eligible for public sale could adversely affect our stock price.

Future sales of substantial amounts of our shares in the public market, or the appearance that a large number of our shares are available for sale, could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our securities. At August 8, 2008, 18,325,606 shares of our common stock were issued and outstanding and a significant number of shares may be issued upon the exercise of outstanding options, warrants, and convertible notes.

Our stock historically has been very thinly traded. The average daily trading volume for our common stock between January 2008 and September 2008 was approximately 34,852 shares per day. The number of shares that could be sold during this period was restrained by previous contractual and other legal limitations imposed on some of our shares that are no longer applicable. This means that market supply may increase more than market demand for our shares. Many companies experience a decrease in the market price of their shares when such events occur.

We cannot predict if future sales of our common stock, or the availability of our common stock held for sale, will materially and adversely affect the market price for our common stock or our ability to raise capital by offering equity or other securities. Our stock price may decline if the resale of shares under Rule 144, in addition to the resale of registered shares, at any time in the future exceeds the market demand for our stock.

Our stock price is likely to be highly volatile and may decline.

The trading prices of the securities of technology companies have been highly volatile. Accordingly, the trading price of our common stock has been and is likely to continue to be subject to wide fluctuations. Further, our common stock has a limited trading history. Factors affecting the trading price of our common stock generally include the risk factors described in this report.

In addition, the stock market from time to time has experienced extreme price and volume fluctuations that have affected the trading prices of many emerging growth companies. Such fluctuations have often been unrelated or disproportionate to the operating performance of these companies. These broad trading fluctuations could adversely affect the trading price of our common stock.

Further, securities class action litigation has often been brought against companies that experience periods of volatility in the market prices of their securities. A securities class action was filed against us in October 2007 as more fully described in Part II, Item 1, “Legal Proceedings,” in this report. This securities class action litigation could result in substantial costs and a diversion of our management’s attention and resources. We may determine, like many defendants in such lawsuits, that it is in our best interest to settle the lawsuit, even if we believe that the plaintiffs’ claims have no merit, to avoid the cost and distraction of continued litigation. Any liability we incur in connection with this or any other potential lawsuit could materially harm our business and financial position and, even if we defend ourselves successfully, there is a risk that management’s distraction in dealing with this type of lawsuit could harm our results.

Our securities may be subject to “penny stock” rules, which could adversely affect our stock price and make it more difficult for our stockholders to resell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quotation systems, provided that reports with respect to transactions in such securities are provided by the exchange or quotation system pursuant to an effective transaction reporting plan approved by the SEC).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prescribed by the SEC and certain other information related to the penny stock, the broker-dealer’s compensation in the transaction, and the other penny stocks in the customer’s account.

In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement related to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements could have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

If we fail to evaluate, implement, and integrate strategic opportunities successfully, our business may suffer.

From time to time we evaluate strategic opportunities available to us for product, technology, or business acquisitions or dispositions. If we choose to make acquisitions or dispositions, we face certain risks, such as failure of an acquired business to meet our performance expectations, diversion of management attention, retention of existing customers of our current and acquired business, and difficulty in integrating or separating a business’s operations, personnel, and financial and operating systems. We may not be able to successfully address these risks or any other problems that arise from our previous or future acquisitions or dispositions. Any failure to successfully evaluate strategic opportunities and address risks or other problems that arise related to any acquisition or disposition could adversely affect our business, results of operations, and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as previously disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, there were no sales of unregistered securities during the third quarter of fiscal 2008.

The following table lists all repurchases during the third quarter of fiscal 2008 of any of our securities registered under Section 12 of the Exchange Act by or on behalf of us or any affiliated purchaser.

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased			Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 1 – July 31, 2008		-		$	-			-		-
August 1 – August 31, 2008		-		$	-			-		-
September 1 – September 30, 2008		9,551	(1)	$	3.25	(2)		-		-
Total		9,551		$	3.25			-		-

(1)	Includes 2,051 shares repurchased in connection with tax withholding obligations under the 2004 Plan and 7,500 shares of restricted stock forfeited by one of our directors in exchange for the grant of a stock option to purchase 15,000 shares of common stock at an exercise price of $3.25 per share.

(2)	Represents the average price paid per share for the 2,051 shares repurchased in connection with tax withholding obligations under the 2004 Plan and does not reflect the grant of a stock option to purchase 15,000 shares at an exercise price of $3.25 per share in exchange for the forfeiture of 7,500 shares of restricted stock by one of our directors.

Item 5. Other Information

In connection with our increased focus on sales and marketing, on November 10, 2008, Neile King’s position was changed from Chief Operating Officer to Vice President of Sales and Marketing. Mr. King will oversee our sales and marketing function, and the operational functions will report directly to David Colburn, our President and Chief Executive Officer.

On November 12, 2008, we notified all of our current convertible noteholders that we have exercised our option to sell $1.5 million aggregate principal of additional secured subordinated notes due November 14, 2010, or the new notes, with substantially the same terms and conditions as the initial notes sold on November 14, 2007 and the additional notes sold on August 12, 2008, in a closing to occur on or before December 31, 2008. We will be obligated to pay interest on the new notes at an annualized rate of 8% payable in quarterly installments commencing three months after the closing date. All other terms and conditions of the new notes will be the same as the terms and conditions of the additional notes sold on August 12, 2008, described below.

We are not permitted to prepay the additional notes without approval of the holders of at least a majority of the principal amount of the notes then outstanding.

convert the principal then outstanding on its notes into shares of our common stock, or

receive immediate repayment in cash of the notes, including any accrued and unpaid interest.

If a noteholder elects to convert its notes under these circumstances, the conversion price of additional notes will be the lower of:

$3.05; and

the average of the closing bid and asked prices of shares of our common stock quoted in the Over-The-Counter Market Summary (or, if ours shares are traded on the Nasdaq Stock Market or another exchange, the closing price of shares of our common stock quoted on such exchange) averaged over five trading days prior to the closing date of the sale of the additional notes.

Upon the following events of default and at any time during the continuance of such an event of default, the noteholders have the right, with the consent of the agent appointed for such noteholders, to accelerate payment on their notes:

failure to pay any amounts when due;

non-performance of any material covenant that remains uncured for 15 days;

any of our representations and warranties prove to have been false or misleading in any material respect when made;

one or more judgments, decrees, or orders (excluding settlement orders) for the payment of money in the aggregate of $1,000,000 or more is entered against us or a subsidiary and is not discharged or stayed for a period of 60 days; or

default by us or a subsidiary under any agreement related to indebtedness resulting in the acceleration of more than $500,000 of indebtedness.

In addition, payment of the notes will be automatically accelerated if we enter voluntary or involuntary bankruptcy or insolvency proceedings.

The notes are secured by a first-priority lien on all of our unencumbered assets.

The additional notes and the common stock into which they may be converted have not been registered under the Securities Act or the securities laws of any other jurisdiction. As a result, offers and sales of the additional notes were made pursuant to Regulation D of the Securities Act and only made to accredited investors that were our existing stockholders. Unless and until they are registered, the additional notes and the common stock into which they may be converted may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or applicable securities laws of other jurisdictions.

If notes are converted into our common stock and a demand for registration of the shares of common stock is made by a holder of a majority of the converted common stock, we have agreed, subject to certain limitations, to use our best efforts to file a registration statement with the SEC:

within 180 days of such demand if:

we are eligible to use Form S-1, and

the demand is made with respect to at least 40% of the converted common stock then outstanding (or a lesser percentage if the anticipated aggregate offering price, net of selling expenses, would exceed $5 million) ; and

within 90 days of such demand if:

we are eligible to use Form S-3, and

the demand is made with respect to at least 30% of the converted common stock then outstanding and the anticipated aggregate offering price, net of selling expenses, would exceed $2 million.

In addition, if we propose to file a registration statement to register any of our common stock under the Securities Act in connection with the public offering of such securities solely for cash, subject to certain limitations, we shall give each noteholder who has converted its notes into common stock the opportunity to include such shares of converted common stock in the registration. We have agreed to bear the expenses for any of these registrations, exclusive of any stock transfer taxes, underwriting discounts, and commissions.

The noteholders have designated Doron Roethler, our Chairman of the Board of Directors, as bond representative to act as their agent. We have agreed that the bond representative and his representatives shall be granted access to our facilities and personnel during normal business hours, shall have the right to have his representative attend all meetings of our Board of Directors and its committees, and to receive all materials provided to the Board of Directors or any committee of the Board of Directors. We have agreed to pay all reasonable travel and lodging expenses of the bond representative related to his access to our facilities and attendance at Board of Directors meetings. In addition, so long as the notes are outstanding, we have agreed that we will not take any of the following actions without approval of the bond representative:

make any loan or advance to, or own any stock or other securities of, any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by us, except that we may own securities of 1-800-Pharmacy, Inc. pursuant to an agreement we have with it without obtaining the bond representative’s consent;

make any loan or advance to any person, except advances and similar expenditures in the ordinary course of business or under the terms of an employee stock or option plan approved by our Board of Directors;

guarantee any indebtedness except for our trade accounts or those of a subsidiary arising in the ordinary course of business;

make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years;

incur any aggregate indebtedness in excess of $25,000, other than trade credit incurred in the ordinary course of business;

increase or approve the compensation of our named executive officers, including benefits, bonuses, and issuances of equity compensation;

change our principal business, enter new lines of business, or exit the current line of business;

sell, transfer, exclusively license, pledge, or encumber technology or intellectual property;

create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, other than issuances to employees pursuant to equity compensation plans approved by our Board of Directors;

purchase or redeem or pay any dividend on any capital stock, other than stock repurchased from former employees or consultants in connection with the cessation of their employment/services, at the lower of fair market value or cost; or

increase the number of shares authorized for issuance to officers, directors, employees, consultants, and advisors pursuant to equity incentive plans or arrangements.

We plan to use the proceeds to meet ongoing working capital and capital spending requirements.

Item 6. Exhibits

The following exhibits are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K:

Exhibit No.		Description
4.1		First Amendment to Convertible Secured Subordinated Note Purchase Agreement, dated August 12, 2008, by and among Smart Online, Inc. and certain investors
10.1		Sublease Agreement, dated July 30, 2008, between Advantis Real Estate Services Company and Smart Online, Inc. (asterisks located within the exhibit denote information which has been deleted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission)
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Smart Online, Inc.

	/s/ David E. Colburn
	David E. Colburn
Date: November 12, 2008	Principal Executive Officer

	/s/ Timothy L. Krist
	Timothy L. Krist
	Principal Financial Officer and
Date: November 12, 2008	Principal Accounting Officer

EXHIBIT INDEX

Exhibit No.		Description
4.1		First Amendment to Convertible Secured Subordinated Note Purchase Agreement, dated August 12, 2008, by and among Smart Online, Inc. and certain investors
10.1		Sublease Agreement, dated July 30, 2008, between Advantis Real Estate Services Company and Smart Online, Inc. (asterisks located within the exhibit denote information which has been deleted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission)
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.

EXHIBIT 4.1 SMART ONLINE, INC. FIRST AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO CONVERTIBLE SECURED SUBORDINATED NOTE PURCHASE AGREEMENT (this "Agreement") is entered into this 12th day of August 2008, by and among Smart Online, Inc., a Delaware corporation (the "Company"), and each of the undersigned holders (the "Holders," and individually, a "Holder") of Secured Subordinated Convertible Promissory Notes (the "Notes") issued pursuant to that certain Convertible Secured Subordinated Note Purchase Agreement dated as of November 14, 2007, by and among the Company and the Investors referenced on Schedule A attached thereto (the "Original Purchase Agreement"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Purchase Agreement. RECITALS WHEREAS, the Original Purchase Agreement provides that the aggregate principal amount of the Notes which may be issued in Subsequent Closings of the sale of Notes under the Original Purchase Agreement shall be no more than $5,200,000, and the Company and the Holders desire to amend the Original Purchase Agreement to increase this amount by $6,800,000 to $12,000,000; WHEREAS, the Original Purchase Agreement requires that each Investor participate in Subsequent Closings equal to such Investor's pro rata share of the Subsequent Closing Amount, and the Company and the Holders desire to amend the Original Purchase Agreement to permit participation by some or all of the Investors in an amount to be determined by the Company and the Investors participating in such Subsequent Closing; WHEREAS, the Company and the Holders desire to make certain amendments to the representations and warranties of the Company made in the Original Purchase Agreement; and WHEREAS, Section 9(a) of each of the Original Purchase Agreement provides that any provision of the Agreement may be amended with the written consent of the Company and the Investors holding at least a majority of the aggregate outstanding principal amount of the Notes (the "Requisite Percentage"). WHEREAS, the Holders constitute the Requisite Percentage necessary to amend the provisions of the Original Purchase Agreement. NOW, THEREFORE, in consideration of the promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENT 1. Amendments to Original Purchase Agreement. (a) Section 1(c) of the Original Purchase Agreement is hereby deleted and amended and restated in its entirety to read as follows: "(c) Subsequent Closing; Delivery. Subject to compliance with federal and applicable state securities laws, at any time after the date of this Agreement but on or prior to the third anniversary hereof, the Company may elect to sell and issue to the Investors, and, upon such election, the Investors shall purchase from the Company in one or more subsequent closings (each, a "Subsequent Closing"), additional Notes (the "Additional Notes"); provided that the aggregate principal amount of all Additional Notes issued in all Subsequent Closings pursuant to this Agreement does not exceed $12,000,000. Each time the Company elects to sell Additional Notes in a Subsequent Closing, the Company shall provide to each Investor written notice of such election (the "Subsequent Closing Notice"), which notice shall include the aggregate principal amount of the Additional Notes the Company proposes to sell in such Subsequent Closing (which amount shall not be less than $500,000) (the "Subsequent Closing Amount"), the anticipated date upon which such Subsequent Closing will occur (which date shall not be more than fifteen (15) days after the Company provides such notice to the Investors) and the Investor's pro rata share of the Subsequent Closing Amount (which shall be calculated by dividing the principal amount of the Note purchased by such Investor in all prior Closings (as hereinafter defined) by the aggregate principal amount of all Notes purchased in all prior Closings). At each Subsequent Closing, each Investor shall purchase an Additional Note equal to such Investor's pro rata share of the Subsequent Closing Amount, or such other amount as the Investors participating in such Subsequent Closing and the Company shall agree. If an Investor does not desire to participate in a Subsequent Closing (a "Nonparticipating Investor"), it shall notify the other Investors in writing and the other Investors may (but shall not be required to) purchase the amount allocated to the Nonparticipating Investor based on such Investor's pro rata share of the Notes issued in prior Closings or in such amounts as shall be agreed by the Company and the Investors participating in such Subsequent Closing (the "Participating Investors"). The Nonparticipating Investor shall be relieved of its obligation to participate in a Subsequent Closing only to the extent that Participating Investors have elected to purchase the Subsequent Closing Amount allocated to such Nonparticipating Investor. All such sales of Additional Notes shall be made on the terms and conditions set forth in this Agreement and the exhibits attached hereto. Any Additional Notes sold and issued pursuant to this Section 1(d) shall be deemed to be "Notes" for all purposes under this Agreement. Should any such sales be made, the Company shall prepare a revised Schedule I to this Agreement reflecting such sales. At each Subsequent Closing, the Company will deliver to each of the Investors participating in such Subsequent Closing the respective Note to be purchased by such Investor, against 2 receipt by the Company of the corresponding Purchase Price set forth on Schedule I hereto. Each of the Notes will be registered in such Investor's name in the Company's records. The Initial Closing and each Subsequent Closing, if any, shall each be considered a "Closing" for the purposes of this Agreement and the date of each such Closing shall be a "Closing Date."" (b) The initial paragraph of Section 2 is hereby deleted and amended and restated in its entirety to read as follows: "Except as otherwise described in the Company's most recent Annual Report on Form 10-K (and any amendments thereto filed at least two (2) Business Days prior to the Closing Date), the Company's Quarterly Reports on Form 10-Q filed after the Company's most recent Annual Report on Form 10-K (if any) (and any amendments thereto filed at least two (2) Business Days prior to the Closing Date), the Company's Proxy Statement for its most recent Annual Meeting of Shareholders, and any of the Company's Current Reports on Form 8-K filed after the filing of the Company's most recent Form 10-Q or Form 10-K (and any amendments thereto filed at least two (2) Business Days prior to the Closing Date) (all collectively, the "SEC Reports"), the Company hereby represents and warrants to, and covenants with, the Investor as of the date hereof and the applicable Closing Date, as follows:" (c) The first two sentences of Section 2(d) are hereby deleted and amended and restated in their entirety to read as follows: "The outstanding capital stock of the Company is as described in the Company's most recently filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K. The Company has not made any material issuances of capital stock since the last day of the quarterly or annual period, as applicable, of the Company's most recently filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K, other than pursuant to the purchase of shares under the Company's employee stock equity plans and the exercise of outstanding warrants or stock options, in each case as disclosed in the SEC Reports, as well as the issuance of restricted shares to certain of its directors as part of its director compensation program and the issuance of restricted shares to certain of its employees under our 2004 Equity Compensation Plan." (d) Schedule 1 to the Original Purchase Agreement shall be amended to include the schedule set forth in Exhibit A hereto. 2. Ratification. Except as specifically amended pursuant to this Agreement, the Original Purchase Agreement remains in full force and effect in accordance with its terms. 3. Validity. The parties agree that this Agreement is entered into in accordance with Section 9(a) of the Original Purchase Agreement. 3 4. Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws or choice of law provisions thereof. 5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 6. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, successors and assigns. [Signature page to follow] 4 [Signature page to First Amendment to Convertible Secured Subordinated Note Purchase Agreement] IN WITNESS WHEREOF, the parties have executed this First Amendment to Convertible Secured Subordinated Note Purchase Agreement as of the date first above written. COMPANY: SMART ONLINE, INC. By: /s/ David E. Colburn ---------------------------------------- Name: David E. Colburn Title: President/CEO HOLDERS: CRYSTAL MANAGEMENT LTD. By: /s/ Doron Roethler ---------------------------------------- Name: Doron Roethler Title: Beneficial Owner ATLAS CAPITAL S.A. By: /s/ Avy Lugassy ---------------------------------------- Name: Avy Lugassy Title: Member of the Management WILLIAM FURR -------------------------------------------- THE BLUELINE FUND By: ---------------------------------------- Name: --------------------------------- Title: --------------------------------- 5 EXHIBIT A SCHEDULE I Schedule of Investors Subsequent Closing Held on August 12, 2008 ------------------------------------------------------------------------------- INVESTOR'S NAME AND ADDRESS Initial Closing --------------- Note Principal Amount ------------------------------------------------------------------------------- Crystal Management Ltd. US$250,000 Michal Raviv, Adv. Gibor Sport House (28th floor) 7, Menahem Begin (Betzalel) St. Ramat Gan 52521 Israel Fax.: +972 (3) 575-5526 ------------------------------------------------------------------------------- Atlas Capital, S.A. US$1,250,000 Rue du Rhone 118, CH - 1204 Geneve Switzerland Fax: ------------------------------------------------------------------------------- Total: US$1,500,000 ------------------------------------------------------------------------------- 6

Delaware	95-4439334
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4505 Emperor Blvd., Ste. 320 Durham, North Carolina	27703
(Address of principal executive offices)	(Zip Code)

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x

	September 30, 2008 (unaudited)			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	30,751		$	3,473,959
Accounts receivable, net		483,302			815,102
Contract receivable, net		160,000			-
Note receivable		60,000			55,000
Prepaid expenses		339,982			90,886
Deferred financing costs		-			301,249
Total current assets		1,074,035			4,736,196
Property and equipment, net		373,473			174,619
Capitalized software, net		120,191			-
Contract receivable, net, non-current		25,033			-
Note receivable, non-current		368,236			225,000
Prepaid expenses, non-current		295,201			-
Intangible assets, net		2,328,092			2,882,055
Goodwill		2,696,642			2,696,642
Other assets		23,651			60,311
TOTAL ASSETS	$	7,304,554		$	10,774,823

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	639,206		$	628,370
Notes payable		1,606,981			2,287,682
Deferred revenue		164,459			329,805
Accrued liabilities		477,647			603,338
Total current liabilities		2,888,293			3,849,195
Long-term liabilities:
Notes payable		4,834,136			3,313,903
Deferred revenue		81,972			247,312
Total long-term liabilities		4,916,108			3,561,215
Total liabilities		7,804,401			7,410,410
Commitments and contingencies
Stockholders’ equity (deficit):
Common stock, $0.001 par value, 45,000,000 shares authorized, 18,410,389 and 18,159,768 shares issued and outstanding at September 30, 2008 and December 31, 2007, respectively		18,410			18,160
Additional paid-in capital		66,863,031			66,202,179
Accumulated deficit		(67,381,288	)		(62,855,926	)
Total stockholders’ equity (deficit)		(499,847	)		3,364,413
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	7,304,554		$	10,774,823

	Three Months Ended						Nine Months Ended
	September 30, 2008			September 30, 2007			September 30, 2008			September 30, 2007
REVENUES:
Subscription fees	$	642,880		$	830,660		$	2,132,787		$	2,040,243
Professional service fees		620,826			378,068			2,129,710			984,548
License fees		291,250			200,000			395,000			480,000
Other revenue		31,412			20,467			77,387			70,720
Total revenues	$	1,586,368		$	$1,429,195		$	4,734,884		$	3,575,511

COST OF REVENUES	$	223,569		$	168,035		$	636,430		$	355,942

GROSS PROFIT	$	1,362,799		$	1,261,160		$	4,098,454		$	3,219,569

OPERATING EXPENSES:
General and administrative		1,246,207			1,398,170			3,823,099			3,567,385
Sales and marketing		709,906			635,201			2,137,375			1,563,653
Research and development		941,067			636,780			2,547,439			1,908,644

Total operating expenses	$	2,897,180		$	2,670,151		$	8,507,913		$	7,039,682
LOSS FROM OPERATIONS		(1,534,381	)		(1,408,991	)		(4,409,459	)		(3,820,113	)

OTHER INCOME (EXPENSE):
Interest expense, net		(150,510	)		(139,124	)		(519,746	)		(400,910	)
Legal reserve and debt forgiveness, net		-			(39,477	)		-			(34,877	)
Gain on legal settlements, net		291,407			-			386,710			-
Other income		1,064			24,866			17,133			168,672

Total other income (expense)	$	141,961		$	(153,735	)	$	(115,903	)	$	(267,115	)
NET LOSS	$	(1,392,420	)		(1,562,726	)	$	(4,525,362	)	$	(4,087,228	)

NET LOSS PER COMMON SHARE:
Basic and fully diluted	$	(0.08	)		(0.09	)		(0.25	)		(0.24	)
WEIGHTED-AVERAGE NUMBER OF SHARES USED IN COMPUTING NET LOSS PER COMMON SHARE:
Basic and fully diluted		18,378,940			17,292,639			18,282,180			17,002,827

		Page No.
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007	3
	Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2008 and 2007	4
	Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2008 and 2007	5
	Notes to Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
Item 4T.	Controls and Procedures	30

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 5.	Other Information	38
Item 6.	Exhibits	40
	Signatures	42

	Nine Months Ended September 30, 2008			Nine Months Ended September 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,525,362	)	$	(4,087,228	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		638,930			631,267
Amortization of deferred financing costs		301,249			320,083
Provision for accounts and contract receivable allowances		266,875			-
Stock-based compensation		341,722			574,343
Registration rights penalty		-			(320,632	)
Gain on debt forgiveness		-			(215,123	)
Gain on disposal of assets		(3,729	)		-
Changes in assets and liabilities:
Accounts receivable		(120,108	)		(716,154	)
Notes receivable		(148,236	)		(280,000	)
Prepaid expenses		(544,297	)		(18,634	)
Other assets		36,660			(32,271	)
Deferred revenue		(330,686	)		410,179
Accounts payable		10,836			85,290
Accrued and other expenses		96,189			329,643
Net cash used in operating activities	$	(3,979,957	)	$	(3,319,237	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of furniture and equipment		(293,656	)		(86,549	)
Purchase of trade name		-			(2,033	)
Proceeds from sale of furniture and equipment		13,564			-
Capitalized software		(120,191	)		-
Net cash used in investing activities	$	(400,283	)	$	(88,582	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on notes payable		(5,022,392	)		(1,784,272	)
Debt borrowings		5,861,924			1,472,850
Issuance of common stock		97,500			5,748,607
Expenses related to Form S-1 filing		-			(128,244	)
Net cash provided by (used in) financing activities	$	937,032		$	5,308,941

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(3,443,208	)	$	1,901,122
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		3,473,959			326,905
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	30,751		$	2,228,027

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	243,168		$	247,400
Taxes	$	38,905		$	-
Supplemental schedule of non-cash financing activities:
Conversion of debt to equity	$	228,546		$	-
Shares issued in settlement of registration rights penalties	$	-		$	144,351

	Shares			Weighted Average Exercise Price

BALANCE, December 31, 2007		1,644,300		$	5.07
Granted		35,000			3.19
Forfeited		(1,036,400	)		5.80
Exercised		(325,000	)		1.40
BALANCE, September 30, 2008		317,900		$	6.22

Note Description	Short-Term Portion		Long-Term Portion		TOTAL		Maturity		Rate
Paragon Commercial Bank credit line	$	1,517,929	$	-	$	1,517,929		Feb ‘09		Prime less 0.5	%
Various capital leases		25,403		34,136		59,539		Various		11-19	%
Insurance premium note		63,649		-		63,649		Jul ‘09		6.1	%
Convertible notes		-		4,800,000		4,800,000		Nov ‘10		8.0	%

TOTAL	$	1,606,981	$	4,834,136	$	6,441,117

							Currently Exercisable
Exercise Price	Number of Shares Outstanding		Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
From $2.50 to $3.50		100,000		7.5	$	3.20		66,000	$	3.19
$5.00		31,200		6.4	$	5.00		21,200	$	5.00
$7.00		75,000		7.0	$	7.00		75,000	$	7.00
From $8.61 to $9.00		111,500		6.6	$	8.74		63,300	$	8.72
$9.60		200		7.0	$	9.60		120	$	9.60

			Three Months Ended September 30, 2008
	Revenue Type		Revenues		% of Total Revenues
Customer A		Subscription fees	$	360,109		23	%
Customer B		Subscription fees		213,384		14	%
Customer C		Professional services		465,750		29	%
Customer D		License fees/ professional services		400,000		25	%
Others		Various		147,125		9	%
Total			$	1,586,368		100	%

			Three Months Ended September 30, 2007
	Revenue Type		Revenues		% of Total Revenues
Customer B		Subscription fees	$	425,778		30	%
Customer C		Professional services		327,937		23	%
Customer E		License fees/ professional services		218,330		15	%
Others		Various		457,150		32	%
Total			$	1,429,195		100	%

			Nine Months Ended September 30, 2008
	Revenue Type		Revenues		% of Total Revenues
Customer A		Subscription fees	$	1,019,600		22	%
Customer B		Subscription fees		882,387		19	%
Customer C		Professional services		1,250,747		26	%
Others		Various		1,582,150		33	%
Total			$	4,734,884		100	%

			Nine Months Ended September 30, 2007
	Revenue Type		Revenues		% of Total Revenues
Customer B		Subscription fees	$	1,562,319		44	%
Customer C		Professional services		754,493		21	%
Others		Various		1,258,699		35	%
Total			$	3,575,511		100	%

	Three Months Ended September 30, 2008			Three Months Ended September 30, 2007

REVENUES:
Subscription fees		41	%		58	%
Professional service fees		39	%		26	%
License fees		18	%		14	%
Other revenue		2	%		2	%

Total revenues		100	%		100	%

COST OF REVENUES		14	%		12	%

GROSS PROFIT		86	%		88	%

OPERATING EXPENSES:
General and administrative		79	%		98	%
Sales and marketing		45	%		44	%
Research and development		59	%		45	%

Total operating expenses		183	%		187	%

LOSS FROM OPERATIONS		(97	)%		(99	)%

OTHER INCOME (EXPENSE):
Interest expense, net		(9	)%		(10	)%
Legal reserve and debt forgiveness, net		0	%		(2	)%
Gain on legal settlements, net		18	%		0	%
Other income		0	%		2	%

Total other income (expense)		9	%		(10	)%

NET LOSS		(88	)%		(109	)%

Sublandlord:		Advantis Real Estate Services Company

Sublandlord’s Notice Address:		4505 Emperor Boulevard, Suite 320 Durham, NC 27703 With a copy to: Wyrick Robbins Yates Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, NC 27607-7506 ATTN: Eric A. Vernon
Subtenant:		Smart Online, Inc.

Subtenant’s Notice Address:		P.O. Box 12794 Research Triangle Park, NC 27709 With a copy to: Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 2500 Wachovia Capitol Center Raleigh, North Carolina ATTN: Margaret N. Rosenfeld

Master Lease:		Lease dated September 19, 2005 between Nottingham Hall, LLC and Sublandlord, a copy of which is attached hereto as Exhibit A .

Master Landlord:		Nottingham Hall, LLC

Master Leased Premises:		Approximately 9,837 square feet on the 3rd floor of Nottingham Hall (the “Building”), shown on the plan attached hereto as Exhibit B .

Subleased Premises:		The entire Master Leased Premises.

Sublease Commencement Date:		September 13, 2008.

Sublease Term:		Sublease Commencement Date through the end of the original Master Lease term, September 30, 2011.

Sublease Rent:		$500,000 payable on the later of: (i) the Sublease Commencement Date, or (ii) the first business day after Sublandlord’s completion of the Initial Improvements (as hereinafter defined).

Operating Expense Pass Through:		None.

Security Deposit Amount:		NA

Permitted Uses:		Office Use

Broker(s):		Advantis Real Estate Services Company: Scott Stankavage

Other Terms:		Sublandlord agrees, at no separate charge, to transfer all furniture, equipment and other assets identified on Exhibit C hereto (collectively, the “FF”) to Subtenant as additional consideration for Subtenant’s agreement to enter into this Sublease Agreement. Sublandlord shall deliver Subtenant a FF Conveyance Agreement substantially in the form attached hereto as Exhibit D coincidentally with receipt of the Sublease Rent.

Column A		Column B

Lease		Sublease
Landlord		Sublandlord
Tenant		Subtenant
Term		Sublease Term
Annual Rental Premises		Sublease Rent Subleased Premises
Commencement Date		Sublease Commencement Date

Sublandlord :		Subtenant :

Advantis Real Estate Services Company		Smart Online, Inc.

By:	/s/ David Townsend	By:	/s/ David E. Colburn

Print Name: David Townsend		Print Name: David Colburn

Print Title: Managing Director		Print Title: President

Date: 7/31/08		Date: 7/30/08

		Page
1.	BASIC LEASE TERMS		1
2.	DESCRIPTION OF PREMISES		3
3.	TERM; COMMENCEMENT DATE; DELIVERY OF PREMISES		3
4.	RENTAL		5
5.	ALTERATIONS AND IMPROVEMENTS BY TENANT		11
6.	USE OF PREMISES		12
7.	SERVICES BY LANDLORD		13
8.	TAXES ON LEASE AND TENANT’S PROPERTY		14
9.	INSURANCE AND INDEMNITY		15
10.	LANDLORD’S COVENANT TO REPAIR AND REPLACE		16
11.	PROPERTY OF TENANT		17
12.	TRADE FIXTURES AND EQUIPMENT		18
13.	DAMAGE OR DESTRUCTION OF PREMISES		18
14.	GOVERNMENTAL ORDERS		19
15.	MUTUAL WAIVER OF SUBROGATION		19
16.	SIGNS AND ADVERTISING		20
18.	INTENTIONALLY OMITTED		22
19.	EMINENT DOMAIN		22
20.	EVENTS OF DEFAULT AND REMEDIES		22
21.	SUBORDINATION		24
22.	ASSIGNMENT AND SUBLETTING		24
23.	LANDLORD DEFAULT		27
24.	TRANSFER OF LANDLORD’S INTEREST		27
25.	COVENANT OF QUIET ENJOYMENT		28
26.	ESTOPPEL CERTIFICATES		28
27.	PROTECTION AGAINST LIENS		28
28.	MEMORANDUM OF LEASE		29
29.	FORCE MAJEURE		29
30.	REMEDIES CUMULATIVE – NONWAIVER		29
31.	HOLDING OVER		29
32.	NOTICES		30
33.	LEASING COMMISSION		30
34.	SEVERABILITY		30
35.	REVIEW OF DOCUMENTS		30
36.	PAYMENT OF TENANT’S OBLIGATIONS BY LANDLORD AND UNPAID RENT		31
37.	ENVIRONMENTAL CONCERNS		31
38.	USA PATRIOT ACT AND ANTI-TERRORISM LAWS		32
39.	RIGHT OF FIRST OFFER		33
40.	TENANT TERMINATION RIGHT		35
41.	OPTION TO EXTEND TERM		36
42.	MISCELLANEOUS		38

Landlord:		Nottingham Hall LLC 444 Brickell Avenue, Suite 900 Miami, Florida 33131 Attention: Chief Operating Officer

and to:		Nottingham Hall LLC c/o ACP Mid-Atlantic LLC, as Agent 2350 Corporate Park Drive, Suite 110 Herndon, Virginia 20171 Attention: Asset Manager

with a copy to:		Holland & Knight LLP 2099 Pennsylvania Avenue, N.W., Suite 100 Washington, D.C. 20006 Attention: David S. Kahn, Esq.

Tenant:		Advantis Real Estate Services Company Nottingham Hall 4505 Emperor Boulevard, Suite 300 Durham, North Carolina 27703 Attention: David P. Oddo

with a copy to:		John Hutcheson, CFO/COO Advantis Real Estate Services Company 3455 Peachtree Road, NE, Suite 400 Atlanta, Georgia 30320

and to:		Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 Attention: Eric A. Vernon, Esq.

		LANDLORD:

		NOTTINGHAM HALL LLC , a Delaware limited liability company

WITNESS	By	/s/ [illegible]
			Name: Douglas [illegible]
			Title: Manager
/s/ [illegible]

	TENANT:

WITNESS	ADVANTIS REAL ESTATE SERVICES COMPANY , a Florida corporation

/s/ [illegible]	By	/s/ David P. Oddo
		Name: David P. Oddo
		Title: Managing Director

	TENANT:

WITNESS:	ADVANTIS REAL ESTATE SERVICES COMPANY , a Florida corporation

	By
		Name:
		Title:

	Schedule C-l	Requirements for Final Space Plan
	Schedule C-2	Requirements for Contract Documents
	Schedule C-3	Construction Rules and Regulations

SELLER:

Advantis Real Estate Services Company

By:
Name:	David Townsend
Title:	Managing Director


BUYER:

Smart Online, Inc.

By:
Name:	David Colburn
Title:	President

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 of Smart Online, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Timothy L. Krist
Timothy L. Krist
Principal Financial Officer and Principal Accounting Officer
November 12, 2008